Minister of Treasury
extends an invitation to participate in the publicly announced oral auction

concerning the purchase of shares of:

I. Wydawnictwo “Wiedza Powszechna” sp. z o.o. with registered office in Warszawa

II. Składnica Księgarska sp. z o.o. with registered office in Warszawa

Minister of Treasury, ul. Krucza 36/Wspólna 6, postal code: 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31(a), in conjunction with Article 33(1)(5) of the Commercialisation and Privatisation Act of 30 August 1996 (Journal of Laws of 2002 No. 171 item 1397, as subsequently amended), hereinafter referred to as the “Act” and the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Disposal of Treasury-owned Shares (Journal of Laws No. 34 item 264, as subsequently amended) extends to all interested parties an invitation to an auction for the purchase of:

I.
17,000 shares for one buyer, with a nominal value of PLN 50.00 each, constituting 85% of the share capital of Wydawnictwo “Wiedza Powszechna” spółka z ograniczoną odpowiedzialnością with registered office in Warszawa (hereinafter referred to as “Shares”), address: ul. Płocka 17/12, 01-231 Warszawa, registered under the KRS no. 0000275915, with Tax Identification Number 525-000-36-28 hereinafter referred to as the “Company.”

The main object of the company's activity is publishing.

The starting price for the stake of 17,000 Shares shall be PLN 1,649,000.00 (say: one million six hundred and forty-nine thousand zloty).

The starting price for one Share is PLN 97.00 (say: ninety-seven zloty).

The minimum bidding increment for the entire stake of 17,000 Shares shall be PLN 8,500.00 (say: eight thousand five hundred zloty). Bidding increments shall be made orally. In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made at one-minute intervals.

The highest bidder shall be obliged to acquire the shares that are not acquired by the employees eligible to acquire them as set forth in the Act, subject to terms and conditions of the share purchase agreement attached hereto, hereinafter referred to as the “Share Purchase Agreement.”

The bid security of PLN 164,900.00 (say: one hundred and sixty-four thousand nine hundred zloty), which corresponds to 10% of the starting price of Shares shall be paid by bank transfer to the account of the Ministry of Treasury, no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 26 May 2010.

The bid security is non-refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and in the event that the highest bidder decides not to participate in the auction after application submission deadline.

In the event that an entity that has been allowed to take part in the auction fails to turn up or none of the participants offers a starting price, this shall be regarded as the decision to withdraw from participation.

The Share Purchase Agreement will be concluded with the entity placing the highest bid during the auction within up to 5 working days from the date of payment of the full purchase price of Shares, reduced by the amount of the bid security paid by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, maintained with National Bank of Poland, Branch in Warsaw.
Payment must be made in full within 5 working days from the date of announcing the highest bidder.
In the case when the purchase of Shares requires:

1. the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;
2. the consent of the Minister of Internal Affairs

• the highest bidder should immediately, and in any case within 60 days from the date of announcing the highest bidder, submit applications to the relevant bodies for the said decisions to be issued. In this case, the payment must be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance, address: ul. Krucza 36/Wspólna 6, 00-522 Warszawa after the receipt of the full payment for the Shares has been confirmed.

The auction shall be closed upon signing the Share Purchase Agreement.

II.
44,023 shares for one buyer, with a nominal value of PLN 50.00 each, constituting 85% of the share capital of Składnica Księgarska spółka z ograniczoną odpowiedzialnością with registered office in Warszawa (hereinafter referred to as “Shares”), address: ul. Kolejowa 19/21, 01-217 Warszawa, registered under the KRS no. 0000154121, with Tax Identification Number 525-000-44-21 hereinafter referred to as the “Company.”
The main objects of the Company include the wholesale of books and letting of office and storage space.

The starting price for the stake of 44,023 Shares shall be PLN 49,966,105.00 (say: forty-nine million nine hundred and sixty-six thousand one hundred and five zloty).

The starting price for one Share is PLN 1,135.00 (say: one thousand one hundred and thirty-five zloty).

The minimum bidding increment for the entire stake of 44,023 Shares shall be PLN 250,000.00 (say: two hundred and fifty thousand zloty). Bidding increments shall be made orally. In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made at one-minute intervals.

The highest bidder shall be obliged to acquire the shares that are not acquired by the employees eligible to acquire them as set forth in the Act, subject to terms and conditions of the share purchase agreement attached hereto, hereinafter referred to as the “Share Purchase Agreement.”

The bid security of PLN 4,996,610.50 (say: four million nine hundred and ninety-six thousand six hundred and ten zloty and fifty groszy), which corresponds to 10% of the starting price of Shares shall be paid by bank transfer to the account of the Ministry of Treasury, no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 26 May 2010.

The bid security is non-refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and in the event that the highest bidder decides not to participate in the auction after application submission deadline.

In the event that an entity that has been allowed to take part in the auction fails to turn up or none of the participants offers a starting price, this shall be regarded as the decision to withdraw from participation.

The Share Purchase Agreement will be concluded with the entity placing the highest bid during the auction within up to 5 working days from the date of payment of the full purchase price of Shares, reduced by the amount of the bid security paid by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, maintained with National Bank of Poland, Branch in Warsaw.

Payment must be made in full within 5 working days from the date of announcing the highest bidder.

In the case when the purchase of Shares requires:

1. the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;
2. the consent of the Minister of Internal Affairs

• the highest bidder should immediately, and in any case within 60 days from the date of announcing the highest bidder, submit applications to the relevant bodies for the said decisions to be issued. In this case, the payment must be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance, address: ul. Krucza 36/Wspólna 6, 00-522 Warszawa after the receipt of the full payment for the Shares has been confirmed.
The auction shall be closed upon signing the Share Purchase Agreement.

The entities interested in the purchase of the Shares of Wydawnictwo “Wiedza Powszechna” sp. z o.o. with registered office in Warszawa and Składnica Księgarska sp. z o.o. with registered office in Warszawa through the publicly announced auction may purchase the “Company Memorandum.”

To do so, interested entities should:

• approach the Department of Corporate Supervision and Privatization II at the Ministry of Treasury, room 668, on working days: from 5 May 2010 to 26 May 2010, between 12:00 noon and 2:00 PM,
• produce a transcript from the Register of Entrepreneurs from the National Court Register / certificate of entry in the Register of Business Activity, reflecting the current standing of the entity (issued not earlier than three months prior to the date of submission), and in the event that the interested entity is a natural person who is not an entrepreneur – produce the ID card,
• sign the “Confidentiality Obligation” document by the duly authorized representatives of the interested entities.

The “Company Memorandum,” made for the Company, contains the information concerning its legal, financial and economic standing. The price for one copy of the “Company Memorandum” is PLN 100.00 and is payable at the cashier’s desk at the Ministry of Treasury, room 372 or to the account of the Ministry of Treasury, maintained in Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

The person responsible for providing access to the said document is:

• Ms Agata Falba, room 668, tel. 022 695 84 00.

Applications for participation in the auction should be made in the Polish language and should contain:

1. name, surname and address or name and registered office of the entity interested in participating in the auction;
2. Regon number;
3. Tax Identification Number;
4. e-mail address;
5. address for correspondence;
6. phone number;
7. fax number;
8. attached evidence of payment of the bid security, along with an indication of the bank account to which the bid security should be refunded;
9. if the entity interested in participation in the auction is a natural person:
   
   a. a photocopy of an identity document confirming the identity of such person, certified by a notary public to be a true copy of the original,
   
   b. if the natural person is engaged in a business activity – a valid certificate confirming entry in the Register of Business Activity, if separate provisions of law require the entity to be entered in the Register of Business Activity, submitted in original, transcript or as a certified copy made by a notary public,
   
   c. information on the method of financing of the share purchase transaction;
10. if the entity interested in participation in the auction is a legal person:
    
    a. a valid extract from the relevant register,
    
    b. details of the person(s) entitled to participate in the auction, along with a power of attorney,
    
    c. details of the person(s) entitled to represent the entity in signing the agreement, along with a duly executed power of attorney, in the event that the identity of the signee is different than the identity of the person specified in item 10(b),
    
    d. information on the method of financing of the share purchase transaction;
11. declaration that the entity interested in participation in the auction:
    
    a. is not in default with payment of any taxes, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority,
    
    b. is not in default with payment of fees or premiums for social or medical insurance, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority,
    
    c. is not in breach of any other privatisation agreements and that the entity is not a party to any court disputes in this regard,
    
    d. is not in breach of any other agreements concluded with the Treasury, and that the entity is not a party to any court disputes in this regard,
    
    e. is not a subject of liquidation proceedings and that no bankruptcy was announced, apart from entities which upon announcement of bankruptcy made an arrangement approved under a valid court decision, provided that such arrangement does not provide for satisfaction of creditors by liquidation of the assets of the bankrupt entity,
    
    f. is not entered in the Register of Insolvent Debtors,
    
    g. is not registered in the Credit Information Bureau as an unreliable borrower.

The documents specified in the invitation must be submitted in writing as original documents or the copies thereof, which were certified by a notary public to be true copies of the original.

The documents made in a foreign language should be submitted along with the translation thereof into the Polish language made by a sworn translator.

An apostille should be attached to the documents that are public documents within the meaning of the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (Journal of Laws of 2005 No. 112, item 938), which were made in accordance with the applicable laws of a country that is a party to the Convention.

The documents that are public documents within the meaning of the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, which were made in accordance with the applicable laws of a country that is not a party to the Convention should be legalised before they are submitted.

Apostille or legalisation are not required insofar as a bilateral or multilateral agreement that is binding for the Republic of Poland abolishes or simplifies the legalisation procedure or exempts the documents from legalisation within the scope of such agreement.

Applications for the auction should be submitted in one copy, in a sealed envelope, to the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, to the front office of the Ministry of Treasury or the front office of the Department of Treasury Property, room 447, on working days, during office hours, i.e. 8:15 AM – 4:15 PM by 26 May 2010.

A respective inscription should be placed on the envelope:

I. „Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia udziałów spółki
Wydawnictwo „Wiedza Powszechna” sp. z o.o. z siedzibą w Warszawie
Nie otwierać
Zgłoszenie przekazać do sekretariatu
Departamentu Mienia Skarbu Państwa w Ministerstwie Skarbu Państwa.”

(“Application to participate in the auction for the purchase of shares of
Wydawnictwo “Wiedza Powszechna” sp. z o.o. with registered office in Warszawa
Do not open.
Please submit the application to the front office of the Department of Treasury Property of the Ministry of Treasury”).

II. „Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia udziałów spółki
Składnica Księgarska sp. z o.o. z siedzibą w Warszawie
Nie otwierać
Zgłoszenie przekazać do sekretariatu
Departamentu Mienia Skarbu Państwa w Ministerstwie Skarbu Państwa.”

(“Application to participate in the auction for the purchase of shares of
Składnica Księgarska sp. z o.o. with registered office in Warszawa
Do not open.
Please submit the application to the front office of the Department of Treasury Property of the Ministry of Treasury”).

Applications to participate in the auction will not be accepted after the expiry of the stipulated date and/or if no inscriptions, as indicated above, have been placed on the envelopes.

The auction will commence on 31 May 2010, at 10:00 AM in room 116 at the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna 6.

The invitation to participate in the auction and the terms and conditions of the auction are subject to change or withdrawal by the Minister of Treasury.
 

The text of the Share Purchase Agreements: